Exhibit 10.35
Contract
No.:FIBCD0B09-0012
Administration Department
of
Fiberxon Chengdu Technology Co.,
Ltd
Lease Contract on Standard
Factory Buildings in
Sichuan Chengdu Export Processing
Zone
Contract No.: [2009] issued by
Administration Office of Sichuan Chengdu
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Party A (Landlord):
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Chengdu Gaoxin Construction
Development Co., Ltd.
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Party B (Tenant):
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Source Photonics (Chengdu)
Technology Co., Ltd. (formerly named Fiberxon (Chengdu) Technology
Co., Ltd.)
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Party C (Administrator):
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Administration Office of Sichuan
Chengdu Export Processing Zone
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In according with the
Contract Law of the People’s Republic of China
and pertinent rules and regulations, Party A, Party B and
Party C have reached an agreement through friendly consultation
and shall be bound by the following terms and
conditions. Party A hereby appoints Party C to manage
its standard factory buildings in Sichuan Chengdu
Export Processing Zone (West Side) and lease them to Party B for
its use. Party B hereby agrees to rent the standard factory
buildings of Party A. Party A and Party C shall exercise their
rights and perform their obligations respectively according to the
terms and conditions under the Contract on Entrusted Operations of
Standard Factory Buildings and Supervised Warehouse signed by
them.
1.
Name and area of the Leased
Workshops
The leased workshops are located at
the first floor of No.4 Building in the Standard Factory
Building Area of Sichuan Chengdu Export Processing Zone (West Side)
with an area of 3825 square meters. In case of any discrepancy
arising between the agreed area and the actual area, the latter
shall prevail.
2.
Lease Term
The term of the lease shall run 5
years from April 1, 2009 till December 31,
2013.
3.
Renewal of This Contract
Party B shall notify Party C in
writing 60 days prior to the expiration of this Contract in the
event that it intends to extend the lease. Under the same terms
Party B shall have the priority to lease the leased workshops. In
this case, a new lease shall be concluded between the parties. The
rent for the extended lease shall be determined based on the price
level under the same conditions of the current market. In the event
that both parties can’t reach an agreement on Party B’s
renewing this lease, this Contract shall be terminated
automatically on the expiration of the lease term.
In case Party B has already been
using the leased workshops before renewing the lease contract, the
lease term shall be calculated from the date when the leased
workshops is actually put into use by Party B.
4.
Purpose of the Leased
Workshops
The leased workshops shall be
limited to the purposes of manufacturing, processing, dealing with
related business and warehousing which Party B has been approved to
undertake.
5.
Rent, Property Management Fee and
Payment
The leased workshops shall be
limited to the purposes of manufacturing, processing, dealing with
related business and warehousing which Party B has been approved to
undertake.
5.1
Both rent and property management
fee shall be calculated based on the actually leased construction
area.
Monthly rent shall be 0 RMB/m²
and monthly property management fee shall be 1.5 RMB/ m² from
April 1, 2009 to June 31, 2009 so that Party B shall have
time to move, renovate the workshops, set up and debug
facilities.
Monthly rent shall be 10 RMB/m²
and monthly property management fee shall be 1.5 RMB/ m² from
July 1, 2009 to December 31, 2010 with the monthly fees
totaled 11.50 RMB/m².
Monthly rent shall be 15.00
RMB/m² and monthly property management fee shall be 1.5 RMB/
m² from January 1, 2011 to December 31, 2013 with
the monthly fees totaled 16.50 RMB/m².
5.2
The rent and property management fee
shall be paid on a quarterly basis after the signature of this
Contract, i.e. Party B shall pay rent and property management fee
for the current lease quarter within the first 5 working days of
the current quarter.
5.3
Every time after the rent and
property management fee (either in cash or by check and check
amount shall have been deposited into the bank account) are paid.
Party C shall transfer invoices for house rent and property
management fee issued by Party A to Party B within 15 working days
after Party A’s receipt of the payment.
5.4
Party B shall pay a lease guarantee
of RMB 50,000 (fifty thousand RMB in total) to Party A within 5
days from the date of signing this Contract. The guarantee shall be
refunded by Party A to Party B in a lump sum upon the expiration
date of this lease provided that Party C confirms, upon inspection
and acceptance, that Party B has not damaged the building
structure, changed the outside façade images and the
interior layout of the factory buildings during the lease
term.
Bank Account Number designated by
Party A and Party C for Party B’s payment of rent, property
management fee and lease guarantee:
51001406137050111277
Account Name: Chengdu Gaoxin
Construction Development Co., Ltd.
Issuing Bank: Gaoxin Branch of China
Construction Bank
5.5
Within 5 working days after Party
B’s moving into the workshops, Party B shall pay water and
electricity deposit of 40,000 RMB (forty thousand RMB in total).
The deposit shall be refunded by Party C to Party B in a lump sum
on the expiration date of this lease provided that Party C verifies
and confirms that Party A has not owed any water and electricity
fees and overdue fine during the lease term.
Bank Account Number designated by
Party A and Party C to Party B for water and electricity deposit
payments: 511610015018001658252
Name of Account: Financial
Centralized Receipt and Payment Center of Chengdu Gaoxin District
(Export Processing Zone)
Issuing Bank: Gaoxin Branch of
Communication Bank of China
6.
Delivery of the Lease
Workshops
Within 5 working days from the date
of Party B’s payment of deposit, Party C shall deliver the
leased workshops (status quo) to Par
